Register company in Poland – Limited liability company (LLC)

Are you considering establishing a limited liability company and wondering whether it is the right structure for your business? An LLC in Poland is one of the most popular forms of business activity, offering members limited liability for the company’s obligations and flexibility in management. Moreover, with the possibility of registering a single-member LLC and completing the registration procedure electronically, setting up this type of company no longer requires submitting a paper application to the National Court Register.

In this article, you will find a comprehensive guide to the key aspects of establishing an LLC in Poland – from the legal basis and step-by-step registration procedure to the differences between registration using a notarial deed and the S24 system. Learn what requirements apply and which formalities must be completed before and after registration.

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Key information before setting up an LLC in Poland

Here is the key information you should know before setting up and registering a limited liability company in Poland.

Legal basis

An LLC in Poland operates under the provisions of the Polish Code of Commercial Companies (Kodeks spółek handlowych, KSH), which governs the rules for its establishment, organisation, operation and the responsibilities of its members and corporate bodies.

Who can be a member of an LLC in Poland?

Members may be natural persons or legal entities. A limited liability company may be established by one or more persons, but it cannot be established solely by another single-member limited liability company.

Foreign nationals and foreign entities may also become members of an LLC in Poland. For nationals of countries outside the European Union and European Economic Area, operating a business in this legal form generally does not require a specific residence status in Poland.

Methods of drafting the articles of association

• Traditionally: in the form of a notarial deed.
• Online: using the standard articles of association available in the S24 system.

Mandatory electronic registration

Since 1 July 2021, applications for registration of a limited liability company in the Polish National Court Register must be submitted electronically. This applies both to companies established through the S24 system and to companies whose articles of association were executed before a notary.

When using getsix®’s company registration services in Poland, entrepreneurs can receive support with preparing the documentation and completing the electronic registration procedure.

Share capital

• Minimum share capital: PLN 5,000.
• The minimum nominal value of one share is PLN 50.
• Contributions may be monetary or non-monetary contributions in kind, such as real estate, movable property or property rights.
• When establishing an LLC in Poland through the S24 system, only monetary contributions are permitted.

Transformation of a sole proprietorship

An entrepreneur operating as a sole proprietor in Poland may transform the business into a single-member limited liability company without first liquidating the sole proprietorship. This requires a separate transformation procedure.

Inheritance and transfer of shares

Shares in an LLC are generally inheritable and may be transferred. However, the articles of association may introduce restrictions concerning the transfer or inheritance of shares.

Registration with the Social Insurance Institution (ZUS)

After the company is entered in the National Court Register, its data are transferred to the Polish Social Insurance Institution (Zakład Ubezpieczeń Społecznych, ZUS), and the company is registered as a payer of social security contributions. This does not mean that all persons connected with the company are automatically registered for social insurance.

A member of a single-member LLC in Poland generally becomes subject to mandatory social insurance under the rules applicable to persons conducting non-agricultural business activity. In a multi-member LLC, merely holding shares generally does not create such an obligation.

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How to establish an LLC in Poland – step by step

Registration of an LLC in Poland involves preparing the articles of association, making contributions to the share capital, appointing the corporate bodies and submitting an electronic application to the National Court Register. After registration, additional tax and reporting formalities may also be required.

Step 1: Preparing the articles of association

The first step in establishing a limited liability company in Poland is to prepare the articles of association. This can be done in two ways:

• Traditionally, before a notary – the articles of association must be executed in the form of a notarial deed.
• Online through the S24 system – using the standard articles of association available electronically.

Using the S24 system requires the persons signing the documents to have an appropriate electronic signature, such as a Polish Trusted Profile (Profil Zaufany) or a qualified electronic signature. This requirement also applies to foreign nationals signing documents in the system.

A notarial deed provides greater flexibility in determining the rules governing the company, including the possibility of introducing provisions that are not available in the standard S24 template.

The articles of association must specify:

• the company name and registered office; the registered office must be located in Poland, although it does not have to be identical to the place where business activities are carried out;
• the scope of business activity, defined using the appropriate Polish Classification of Activities (PKD) codes;
• the amount of share capital, which must be at least PLN 5,000;
• the duration of the company, if specified;
• the number and nominal value of shares taken up by individual members;
• whether a member may hold more than one share.

For companies with share capital exceeding PLN 500,000 and more than 25 members at the same time, a supervisory board or audit committee must be established. Both conditions must be met.

Note: Once the articles of association are concluded, a limited liability company in organisation is created. It may acquire rights and incur obligations in its own name. The company acquires full legal personality upon its entry in the National Court Register (KRS).

The deadline for submitting the company for registration depends on the method used to conclude the articles of association:

• 6 months from the conclusion of articles of association in the form of a notarial deed;
• 7 days from the conclusion of articles of association through the S24 system.

Failure to meet the applicable deadline results in the dissolution of the articles of association.

Step 2: Payment of contributions

Each member must make a contribution to cover the share capital in accordance with the articles of association.

If the articles of association are executed before a notary, contributions may be monetary or non-monetary contributions in kind and must be made in full before the company is submitted for registration. Where shares are taken up at a price higher than their nominal value, the relevant surplus must also be contributed.

Different rules apply when an LLC in Poland is registered through the S24 system. Contributions may only be monetary, and the share capital must be fully paid no later than 7 days after the company is entered in the National Court Register.

If the contributions have not been made before the company is submitted for registration through S24, the management board must submit an appropriate statement confirming payment of the contributions to the registration court within 7 days of registration.

Step 3: Appointment of the management board and supervisory bodies

A management board must be appointed to manage the company’s affairs and represent it externally. The management board may consist of one or more persons, who may be members of the company or persons from outside the membership.

If required by Polish law or by the articles of association, a supervisory board or audit committee must also be established.

Step 4: Registration of the LLC in the National Court Register (KRS)

The application for company registration must be submitted:

• through the Court Registers Portal (Portal Rejestrów Sądowych, PRS) if the articles of association were executed before a notary;
• through the S24 system if the standard electronic articles of association were used.

Registration through PRS

Articles of association executed before a notary are identified using the number of the notarial deed recorded in the Central Repository of Electronic Extracts of Notarial Deeds (Centralne Repozytorium Elektronicznych Wypisów Aktów Notarialnych, CREWAN). It is therefore not necessary to attach another scanned copy of the notarial deed itself.

A PRS account is required, and the application must be signed by authorised persons using a qualified electronic signature, Trusted Profile or personal signature.

Qualified electronic signatures are not limited to Polish citizens. Foreign nationals may also obtain them, which enables them to sign documents submitted through Polish electronic registers.

getsix® provides support in obtaining a qualified electronic signature in Poland, which may allow foreign investors to complete certain formalities remotely without appearing in person in Poland. The time required to obtain the signature depends on the provider’s procedures and on the submission of the required documentation.

Registration through the S24 system

The information required to complete the application includes, among other things, the company name and address, list of members, PKD codes, amount of share capital and details of persons authorised to represent the company.

Documents are signed using a Trusted Profile or qualified electronic signature. Once the documentation has been prepared, the application must be paid for and submitted to the registration court.

The S24 system allows the registration procedure to be completed without visiting a notary. However, using the standard template limits the possibility of individually tailoring the provisions of the articles of association.

Step 5: Obtaining NIP and REGON numbers and completing additional registrations

Once the company has been entered in the National Court Register (KRS), it will automatically receive:

• NIP – Polish Tax Identification Number;
• REGON – Polish statistical identification number.

The company’s data will also be transferred to the relevant Polish public administration registers.

Additional steps after registering an LLC in Poland

1. NIP-8 notification

As a general rule, the NIP-8 form must be submitted to the Polish tax office within 21 days from the company’s entry in the National Court Register.

If the company becomes a payer of social security contributions, the deadline for submitting supplementary data may be 7 days from the date the relevant obligation arises.

The NIP-8 form is used to provide supplementary information, including details of bank accounts, places of business and the location where accounting records are kept.

2. VAT registration

If the company is required to register as an active VAT taxpayer in Poland or intends to waive an applicable VAT exemption, it should submit the VAT-R form before beginning activities requiring VAT registration.

Not every newly established LLC in Poland is automatically required to register as an active VAT taxpayer.

3. Registration in the Central Register of Beneficial Owners

Information on the company’s beneficial owners must be submitted to the Central Register of Beneficial Owners (Centralny Rejestr Beneficjentów Rzeczywistych, CRBR) within 14 working days from the company’s entry in the National Court Register.

The notification must be submitted by a person authorised to represent the company. It cannot be submitted by an attorney acting under a power of attorney.

4. Obligations towards ZUS

Depending on the company’s circumstances, employees, contractors or other persons may need to be registered for social insurance with ZUS. Separate obligations may apply to a member of a single-member limited liability company.

Important points

• If articles of association executed before a notary are not submitted for registration in the KRS within 6 months, they are dissolved. For articles of association concluded through S24, the deadline is 7 days.
• An LLC in Poland acquires legal personality when it is entered in the National Court Register, although before registration it may operate as a company in organisation.
• Registration in the KRS does not complete all formalities required to start operating a business in Poland.

Establishing a company can involve a number of legal and administrative formalities. getsix® supports company formation in Poland, including the preparation of documentation, organisation of formalities and assistance during individual stages of the registration procedure. The scope of services can be adjusted to the planned business model and the investor’s requirements, helping to reduce the risk of formal errors and delays. Learn more about our company registration services in Poland.

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Costs of registering an LLC in Poland

The method chosen to register a limited liability company in Poland affects the registration costs.

Since 29 November 2025, entries in the National Court Register no longer have to be published in the Court and Commercial Gazette (Monitor Sądowy i Gospodarzy). As a result, the previous PLN 100 publication fee is no longer charged when registering the company.

When an LLC in Poland is registered on the basis of articles of association executed before a notary, the costs include:

• PLN 500 court fee for registration in the National Court Register;
• PLN 17 stamp duty for a power of attorney, where the obligation to pay this fee applies;
• notarial fees for preparing the notarial deed, the amount of which depends, among other factors, on the amount of share capital, as well as the cost of copies;
• Civil Law Transactions Tax (PCC), calculated on the applicable tax base.

An alternative is online registration through the S24 system, which reduces the costs associated with preparing the articles of association. In this case:

• the court fee for registration is PLN 250;
• the stamp duty for a power of attorney is PLN 17, where the obligation to pay this fee applies;
• any transaction fee charged by the payment operator handling the S24 payment should also be taken into account;
• Civil Law Transactions Tax (PCC) must also be settled.

The PCC rate on the articles of association of an LLC is 0.5% of the taxable base, taking into account the statutory rules for determining that base and the deductions permitted under Polish law.

For articles of association concluded through the S24 system, the obligation to settle PCC generally rests with the company. Where the articles are executed in the form of a notarial deed, the tax is collected by the notary.

For an LLC with the minimum share capital of PLN 5,000, the PCC calculated before applicable deductions amounts to PLN 25.

The overall cost of setting up an LLC in Poland may also include expenditure on a qualified electronic signature, translations of foreign documents and professional assistance with the registration process.

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How can a foreigner establish an LLC in Poland?

A foreign national may establish an LLC in Poland without Polish citizenship and generally without having a place of residence in Poland. This also applies to nationals of countries outside the European Union. The registration procedure is conducted in accordance with Polish law.

A valid passport or another accepted identity document may be used to identify a foreign founder. The documentation required depends on whether the founder is a natural person or a foreign legal entity and on the registration method selected.

A certificate of no criminal record from the country of origin is not a standard document required from every foreign member when establishing an LLC in Poland. However, statutory restrictions on holding certain positions in corporate bodies must be taken into account.

One of the main steps is preparing the articles of association in the form of a notarial deed or using the template available through the S24 system. The document must contain the information required under Polish law, including details concerning the members, scope of activity and share capital.

Foreign documents intended for use in Polish official procedures may require a sworn translation and, depending on the document and circumstances, appropriate certification.

The registration process generally involves the following steps:

1. Choosing a company name and checking that it does not infringe the rights of other entities.
2. Preparing the articles of association and determining the amount of share capital.
3. Making contributions in accordance with the rules applicable to the chosen registration method.
4. Submitting an electronic application for registration in the Polish National Court Register (KRS).
5. Obtaining NIP and REGON numbers and completing the required tax and reporting registrations.
6. Opening a bank account for the company’s business operations and settlements.

Opening a bank account in Poland before submitting the application to the KRS is not a general condition for registering an LLC in Poland. However, the method of making the share capital contributions and the company’s subsequent financial operations should be planned appropriately.

During the process, a foreign investor may use the assistance of legal advisers, tax advisers or accountants to prepare the necessary documentation and reduce the risk of errors.

Establishing a company may also provide a basis for applying for certain residence permits connected with conducting business activity in Poland. However, registering an LLC does not automatically grant a foreign national the right to reside or work in Poland. The requirements for legal residence are assessed in a separate procedure.

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Registration of an LLC in Poland – tips for entrepreneurs

Adjust the share capital to the company’s needs: The statutory minimum is PLN 5,000, but a higher amount may be considered where the company requires greater initial financing. Share capital itself should not, however, be treated as equivalent to the company’s actual ability to meet its financial obligations.

Choose the appropriate registration method: Consider whether the articles of association should be executed before a notary or using the S24 system. If the business requires non-standard provisions concerning members’ rights or management rules, a notarial deed may provide greater flexibility.

Prepare complete documentation: Make sure the articles of association contain all required elements, including the company name, share capital and distribution of shares. The formal requirements and rules concerning contributions differ depending on whether the company is established before a notary or through S24.

Meet the registration deadlines: The application must be submitted to the KRS within 6 months of concluding notarial articles of association or within 7 days when using S24. After registration, remember the obligations concerning NIP-8, CRBR and, where applicable, VAT registration.

Plan accounting and tax obligations: An LLC in Poland is required to maintain accounting books regardless of the amount of revenue it generates. Before beginning operations, it is therefore advisable to organise accounting processes, document workflows and tax settlements. In this area, getsix® provides accounting services in Poland for Polish and foreign-owned companies.

Consider professional assistance: Entrepreneurs who require support with Polish legal, tax or registration requirements may work with professional advisers to prepare documentation and reduce the risk of formal errors.

getsix® provides support at individual stages of company registration in Poland, assisting both Polish and foreign entrepreneurs with establishing their business in accordance with Polish regulations.

If you are planning to establish an LLC in Poland and require assistance with preparing documentation, selecting the appropriate registration procedure or organising post-registration obligations, contact getsix® to discuss the scope of support appropriate for your planned business activity.

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